SERIES SCHEDULE
SERIES SCHEDULE DATED APRIL 30, 2014 TO
ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 12, 2014
BETWEEN
THE ADVISORS' INNER CIRCLE FUND III,
AND
ROTHSCHILD LARCH LANE MANAGEMENT COMPANY LLC (THE "INVESTMENT ADVISOR")
ON BEHALF OF THE ROTHSCHILD LARCH LANE ALTERNATIVES FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
SERIES OF FUNDS: The Rothschild Larch Lane Alternatives Fund and any additional fund
established within this Series subsequent to the date hereof (each a
"FUND").
FEES: The following fees are due and payable monthly to Administrator
pursuant to Section 8 of the Agreement out of the assets of each
Fund, except to the extent the Investment Advisor agrees to waive its
fees or reimburse a Fund's expenses, in which case such fees shall
be paid by the Investment Advisor. Each Fund in the Series will be
charged the greater of its Asset Based Fee or its Annual Minimum
Fee, in each case calculated in the manner set forth below.
ASSET BASED FEE . 15 basis points on the first $500 million in assets; 12 basis points for the
next $500 million in assets; 10 basis points for all assets in excess of $1
billion.
The Asset Based Fee shall be calculated based on the aggregate
average daily net assets of a Fund during the relevant period.
ANNUAL MINIMUM FEE: The initial Annual Minimum Fee shall be $125,000 per Fund
The foregoing Annual Minimum Fee assumes that each Fund
includes two classes of shares of beneficial interest (each, a "CLASS").
In the event a fund is comprised of more than two Classes, the Fund
will be assessed an additional annual fee equal to $15,000 per Class.
For each sub-advisor appointed in respect of a Fund, an additional
annual fee of $25,000 per sub-advisor shall be assessed. To the
extent that the Investment Advisor or a sub-advisor manage more
than one investment strategy (each a "SLEEVE") within a Fund, an
additional annual fee of $10,000 shall be assessed for each
additional sleeve for which SEI will provide separate accounting and
reporting.
NEW FUND FEES: There will be a one-time additional service charge of $15,000 for
services provided by Administrator in assisting and coordinating the
launch of each new Fund on behalf of the Investment Advisor, such fee
to be paid by the Investment Advisor by electronic wire transfer of
immediately available funds to the wire instructions set forth below in
advance of Administrator beginning performance of the new Fund
organizational services.
[Redacted]
INVESTMENT ADVISOR To the extent that the Board of Trustees of the Trust (the "BOARD")
MAINTENANCE FEE: has approved a Fund within the Series and approved the Investment
Advisor as the Fund's advisor, and such Fund is not Live (as defined
below) by the date that is the three month anniversary of the date of
the last such approval (the "APPROVAL DATE"), then the Investment
Advisor shall pay SEI a relationship maintenance fee equal to $1,000
per month for each month that the Fund is not Live and such fee
shall be retroactive to include each of the first three months following
the Approval Date. For purposes of the foregoing, a Fund shall be
deemed to be "Live" as of the date on which Administrator first
calculates such Fund's official net asset value.
ANNUAL CPI INCREASE: The fees payable hereunder shall be subject to one annual increase
at Administrator's discretion, equal to the percentage increase in the
Philadelphia Consumer Price Index since the effective date of the
Series Schedule with respect to the first such increase and since the
date of the immediately preceding increase with respect to all
subsequent increases; provided, however, that Administrator shall
notify the Series' Investment Advisor of its intent to effectuate any
such increase at least thirty days prior to December 21(st) of the then
current year.
REORGANIZATION FEES: The Investment Advisor shall pay Administrator a transaction charge
equal to $50,000 in connection with each Reorganization Event to
which the Series or any Fund thereof is a party. For purposes of the
foregoing, a "REORGANIZATION EVENT" means any material change in
the organizational structure of the Series or any Fund thereof,
including, without limitation, any merger, acquisition or divestiture of
all or any portion of the assets of the Series or any Fund as well as
any acquisition or merger by the Series or a Fund of any other fund
or assets into the Series or Fund.
OPERATIONAL AUTOMATION: A critical component of Administrator's services is Fund valuations.
Automated trade delivery and receipt between fund advisors and
Administrator is critical to high quality service. Accordingly,
Administrator and the Investment Advisor agree to use best efforts to
implement automated trade delivery and receipt as soon as
practicable after each Fund's establishment in the Trust.
TERM: The term of this Schedule shall continue in effect with respect to
each Fund for a period of five years from and after the date on which
the Administrator first calculates a Fund's official net asset value (the
"INITIAL TERM"). Following expiration of the Initial Term, this Schedule
shall continue in effect for successive periods of three years (each, a
"RENEWAL TERM").
TERMINATION: This Schedule may be terminated only: (a) by any party at the end
of the Initial Term or the end of any Renewal Term on one hundred
eighty days prior written notice to the other parties hereto; (b) by any
party hereto on such date as is specified in written notice given by
the terminating party, in the event of a material breach of this
Agreement by another party, provided the terminating party has
notified the breaching party of such material breach at least ninety
days prior to the specified date of termination and the breaching
party has not remedied such breach by the specified date; or (c) as
to any Fund, upon forty-five days prior written notice, effective (i)
upon the reorganization or merger of a Fund into another entity,
provided that Administrator or one of its affiliates enters into a
written agreement to provide administration services on behalf of
such surviving entity, or (ii) upon any "change of control" of the
Investment Advisor by sale, merger, reorganization, acquisition or
other disposition of substantially all of the assets of the Investment
Advisor to a third party, provided that Administrator or one of its
affiliates enters into a written agreement to provide administration
services on behalf of the third party or surviving entity. For purposes
of this paragraph, the term "change of control" shall mean any
transaction that results in the transfer of right, title and ownership of
twenty five percent (25%) or more of the equity interests of the
Investment Advisor to a third party.
EARLY TERMINATION: Subject to the terms and conditions set forth in this paragraph, the
parties may agree to terminate this Schedule with respect to a
particular Fund on or before the expiration of the then current term
(hereinafter, an "EARLY TERMINATION"). In the event the parties agree
to an Early Termination, the parties will agree upon the effective date
of such Early Termination and, on or before such effective date (i)
the applicable Fund shall not be in material breach of the Agreement
(including this Schedule) and (ii) the Investment Advisor shall pay the
Buyout Amount to Administrator in the manner set forth below. As
used herein, the term "BUYOUT AMOUNT" shall mean the amount that
is equal to (1) the average monthly fee payable by each Fund to
Administrator hereunder during the six-month period (or such shorter
period if fewer than six months have elapsed since the effective date
of this Schedule) immediately preceding the mutual agreement
called for in this paragraph multiplied by (2) the number of months
remaining in the then current term (including any Renewal Term to
which the applicable Fund is already committed). The Investment
Advisor shall pay the Buyout Amount to Administrator on or before
the effective date of the Early Termination by means of wire or other
immediately available funds.
INVESTMENT ADVISOR
EXPENSE REPAYMENT: Any and all out of pocket fees, costs, or expenses advanced by
Administrator, in its sole discretion on behalf of a Fund or the
undersigned Investment Advisor, as a result of any failure to fully
satisfy and comply with any and all applicable Fund expense caps or
expense ratio limits, shall be the responsibility of the Investment
Advisor and shall be promptly repaid to Administrator ("REPAYMENT
OBLIGATION"). Any such Repayment Obligation of the Investment
Advisor shall survive: (i) the termination of the Agreement and this
Schedule thereto, (ii) any merger or liquidation of any subject Fund,
unless and until the Repayment Obligation is indefeasibly paid in full.
PUBLICITY: Except to the extent required by applicable Law, neither the
Administrator nor the Investment Advisor shall issue or initiate any
press release arising out of or in connection with this Series
Schedule or the Services rendered pursuant to the Agreement;
provided, however, that if no special prominence is given or
particular reference made to any Fund over other clients, nothing
herein shall prevent the Administrator from (i) placing any Fund's or
the Investment Advisor's name and/or company logo(s) (including
any registered trademark or service mark) on the Administrator's
client list(s) (and sharing such list(s) with current or potential clients
of the Administrator) and/or marketing material which will include
such entities' name, logo and those services provided to the Fund(s)
by the Administrator; (ii) using any Fund or the Investment Advisor as
reference; or (iii) otherwise orally disclosing that a Fund or
Investment Advisor is a client of the Administrator at presentations,
conferences or other similar meetings. If the Administrator desires to
engage in any type of publicity other than as set forth in subsections
(i) through (iii) above or if the Investment Advisor desires to engage
in any type of publicity, the party desiring to engage in such publicity
shall obtain the prior written consent of the other party hereto, such
consent not to be unreasonably withheld, delayed or conditioned.
ASSUMPTIONS: Each Fund shall use commercially reasonable efforts to implement
automatic trade communication to Administrator and automated
custody reconciliation as soon as practicable following the date of
this Schedule.
The Investment Advisor acknowledges and accepts that the Trust
structure in place facilitates the administrative service offering by
Administrator and that certain Trust level service provider
agreements currently in place (e.g., Transfer Agency Agreement,
Custody Agreement) are entered into and agreed to between the
Trust and the applicable service provider and that the services being
provided otherwise benefit the Fund. The Investment Advisor
acknowledges and agrees that it has reviewed and understands the
general terms and conditions of these service provider agreements
and consents to the obligations, applicable fees and the services to
be provided to the Fund under such Agreements.
INVESTMENT ADVISOR The Investment Advisor shall be responsible for providing the
SPECIFIC OBLIGATIONS following information to the Administrator as indicated:
(a) A list of contact persons (primary, backup and secondary backup) of
each Series' Investment Advisor, and, if applicable, sub-advisor, who
can be reached until 6:30 p.m. ET with respect to valuation matters.
(b) Copies of all Trust Data reasonably requested by the Administrator
or necessary for the Administrator to perform its obligations pursuant
to this Agreement.
(c) Notices to the Investment Advisor pursuant to Section 12.08 of the
Agreement shall be sent to:
Name of Contact: __________________________________________________________
Address: __________________________________________________________________
Telephone No.: ____________________________________________________________
Facsimile No.: ____________________________________________________________
Email Address: ____________________________________________________________
IN WITNESS WHEREOF, the parties hereto have executed this Series Schedule to
the Administration Agreement dated February 12, 2014 by their duly authorized
representatives as of the day and year first above written.
THE ADVISORS' INNER CIRCLE FUND
On behalf of the Rothschild Larch Lane Alternatives Fund
BY: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /s/ Xxxx Xxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxx
Title: Senior Vice President
AGREED TO AND ACCEPTED BY:
ROTHSCHILD LARCH LANE MANAGEMENT COMPANY LLC,
Advisor to Rothschild Larch Lane Alternatives Fund
BY: /s/ XXXX XXXXXXXX
----------------------------------
Name: Xxxx Xxxxxxxx
Title: CFO/Manager
